SALES REPRESENTATIVES
AGENT AGREEMENT
This Agreement is made and entered into this _____ day of__________________,
19_, by and among THE UNION CENTRAL LIFE INSURANCE COMPANY ("UCL"), CARILLON
INVESTMENTS, INC ("Carillon"), and ________________________________________
(Name of Registered Representative) of ____________________________ (City,
State) ("Representative").
IN CONSIDERATION OF and subject to the terms and conditions set forth
below, the parties agree as follows:
1. UCL appoints the Representative as its agent for the solicitation of
applications for and sales of certain insurance and annuity contracts of UCL
("Contracts") which are deemed to be securities under the Securities Act of
1933 and which are described in Schedule A attached hereto. Carillon
authorizes the Representative to represent it in the sale of the Contracts.
2. The Representative:
(a) When soliciting for sales or selling the Contracts, shall at
all times be associated with Carillon as an NASD Registered Representative,
and, if the particular jurisdiction requires, shall be licensed or registered
as a securities agent of Carillon.
(b) When soliciting for sales or selling the Contracts, shall at
all times be validly licensed, registered or appointed by UCL as a variable
annuity (or variable contract) agent in accordance with the jurisdictional
requirements of the place where the solicitations take place.
(c) May solicit for and sell the Contracts any place the Contracts
are filed with or approved for sale by the governmental authorities having
jurisdiction, provided the Representative, Carillon and UCL are all validly
licensed, registered or otherwise qualified, as required for the solicitation
and sales of the Contracts.
3. The Representative shall comply strictly with: (a) the laws, rules
and regulations of all state or local governmental jurisdictions in which the
Representative solicits applications for and sells the Contracts; (b) the
laws, rules and regulations of the SEC; (c) the rules of the NASD; (d) the
rules of Carillon; and (e) the rules of UCL. The Representative understands
that failure to comply with such laws, rules and regulations may result in
disciplinary action against the Representative by the SEC, a state or other
local regulatory agency that has jurisdiction, the NASD, Carillon and UCL.
Before any solicitations or sales of the Contracts are made, the
Representative shall become familiar with and abide by the laws, rules and
regulations of all of the above mentioned agencies or parties as are currently
in effect and as they may be changed from time to time.
4. The Representative agrees that he will not engage in any employment
by, or representation of, any issuer of, or dealer in, securities other than
those offered by Carillon, unless he first obtains the written consent of
Carillon. Carillon reserves the right to revoke such written consent at any
time.
5. The Representative shall be entitled to receive compensation from
Carillon, in accordance with Schedule A attached hereto, based on all premiums
received by UCL while this Agreement is in force, from applicants pursuant to
applications for the Contracts issued by UCL, provided such applications were
obtained by the Representative. The Representative shall not be entitled to
any compensation based on premiums received by UCL after termination of this
Agreement.
6. The Representative shall have all applications for the Contracts
accurately completed and reviewed and signed by the applicant and shall
promptly submit the applications to UCL through Carillon, together with all
premiums received from applicants without any reductions. The Representative
shall cause all checks or orders to be made payable to "The Union Central Life
Insurance Company." The Representative shall also comply with any other
application procedures that may be established by Carillon and/or UCL which
may be in effect from time to time and of which the Representative is
notified.
7. Carillon and/or UCL, each in their sole discretion, may elect not to
approve or accept any applications or premiums remitted by the Representative
and may refund an applicant's premiums to the applicant. In the event such
refunds are made and if the Representative has received compensation based on
an applicant's premium that is refunded the Representative shall promptly
repay such compensation to Carillon. If repayment is not promptly made,
Carillon may at its sole option deduct any amounts due it from the
Representative from future compensation otherwise payable to the
Representative, either pursuant to this Agreement or any other agreement for
compensation between the Representative and Carillon and/or UCL.
8. THE REPRESENTATIVE SHALL NOT MAKE ANY STATEMENTS CONCERNING THE
CONTRACTS EXCEPT THOSE THAT ARE CONTAINED IN THE CURRENT PROSPECTUSES AND
SALES LITERATURE APPROVED BY CARILLON AND/OR UCL, AND SHALL NOT SOLICIT FOR
APPLICATIONS OR MAKE SALES THROUGH THE USE OF MAILINGS, ADVERTISEMENTS,
WRITTEN CORRESPONDENCE OR OTHER METHODS OF CONTACT UNLESS THE MATERIAL AND
METHOD HAS THE PRIOR WRITTEN APPROVAL OF CARILLON.
9. The Representative has the sole responsibility for developing
prospects for sales and is free to determine, subject to any applicable
regulatory requirements, to whom, where and how solicitations and sales shall
be made. The Representative is not required to devote any particular portion
of the Representative's time to developing Contracts business.
10. The Representative agrees to the following:
(a) That nothing herein shall be construed to create the
relationship of employer and employee between UCL and/or Carillon and the
Representative or any of the Representative's employees or agents.
(b) That for tax reporting purposes the Representative shall be
considered as self-employed. Unless the Representative is on a separate salary
arrangement, no tax deductions will be made except as required by state and
federal laws and regulations.
(c) To keep accurate records of all transactions on behalf of
Carillon and UCL. All books and accounts, documents, vouchers, letters, files
and all other books, cards, or papers connected with business shall belong to
Carillon and shall be available anytime to its authorized representatives for
examination. The Representative shall furnish Carillon, on forms provided by
Carillon, accurate statements showing such information on the Representative's
operation as may be required by UCL and/or by Carillon from time to time.
(d) To hold in trust all premiums collected for or received on
behalf of Carillon and/or UCL. No such premiums shall be used by the
Representative for any personal or other purposes whatsoever but shall
immediately be turned over to Carillon or its authorized representative. Any
misappropriation of funds shall result in immediate termination of this
Agreement and unconditional forfeiture of all the Representative's interests
and rights hereunder accrued or to accrue.
11. The Representative shall have no authority to, nor shall the
Representative represent as having the authority to, nor shall the
Representative do any of the following:
(a) Hold himself or herself out as an employee, partner or joint
venturer or associate of Carillon and/or UCL.
(b) Hold himself or herself out as a representative of Carillon
and/or UCL in any other manner or for any other purposes except as
specifically agreed in this Agreement and/or any other agreement in effect
between the Representative and Carillon and/or UCL.
(c) Alter, modify, waive, change any of the terms, rates,
conditions of the advertisements, promotional material, or contracts of
Carillon and/or UCL in any respect.
(d) Insert any advertising with respect to Carillon and/or UCL in
any publication whatsoever, or distribute any circulars or promotional
literature without prior written authority of Carillon and/or UCL, or write
any letters to any publications regarding Carillon and/or UCL without first
obtaining prior written authorization from Carillon and/or UCL.
(e) Collect or authorize any other person to collect any premiums
or payments on behalf of Carillon and/or UCL whatsoever except those premiums
that are authorized by Carillon and/or UCL to be collected.
(f) Bind either Carillon and/or UCL on any application or
contract.
(g) Misrepresent or omit important facts in any application or
supplemental material.
12. Carillon and UCL shall have a first lien on, and the right to use
and apply, all compensation of any kind payable to the Representative, his or
her executors, administrators and/or assigns accrued or to accrue to secure
any existing or future indebtedness due Carillon and/or UCL from the
Representative, however arising, and any existing or future advances to the
Representative whether or not such advances be considered indebtedness. Any
assignments (subject to acceptance by Carillon and UCL), if any, shall attach
to the Representative's interest in this Agreement only after the liens
hereinbefore provided shall have been fully satisfied or due on demand. This
includes any charge back of compensation which is annualized for which UCL
does not receive the full first-year premium.
13. Neither this Agreement nor any of its benefits may be pledged,
encumbered, assigned or transferred by the Representative, either in whole or
in part, in any manner, nor may the Representative change the agent of record
for a Contract, without the prior written consent of Carillon and UCL.
14. This Agreement may be terminated without cause by Carillon, UCL, or
the Representative upon five (5) days' prior written notice, and automatically
terminates if the Representative dies or ceases to be validly licensed,
appointed or NASD registered.
15. Upon termination of this Agreement, any prospectus, applications or
other material and supplies furnished by Carillon and/or UCL shall be promptly
returned to Carillon and/or UCL.
16. Carillon and UCL reserve the right to unilaterally adjust, modify or
change any and all terms of this Agreement, including provisions for compensa-
tion of any kind. Any such adjustment, modification or change shall take
effect upon notification of the Representative. The submission of an
application by the Representative after notice of any such amendment has been
sent shall constitute agreement to any such amendment.
17. This Agreement is entire, and constitutes the sole understanding of
the parties with respect to solicitation and sales of the Contracts. Any and
all prior representations, statements and/or agreements between the parties
are merged herein.
18. The forbearance or neglect of Carillon and/or UCL to insist upon the
strict compliance by the Representative with any of the provisions of this
Agreement, whether continuing or not, shall not be construed as a waiver of
any of Carillon and/or UCL's rights or privileges hereunder. No waiver of any
right or privilege of Carillon and/or UCL arising from any default or failure
of performance by the Representative shall affect Carillon and/or UCL's rights
or privileges in the event of a further default or failure of performance.
19. All notices required hereunder shall be in writing and sent by
United States mail to Carillon and UCL at: X.X. Xxx 000, Xxxxxxxxxx, Xxxx
00000, or by Carillon and/or UCL to the last known address of the
Representative. All notices required hereunder shall be deemed given when
deposited in the United States mail. Each party shall promptly notify the
other parties of any change in address where notices hereunder are to be sent.
20. This Agreement shall be governed by the laws of the State of Ohio.
21. This Agreement shall be effective upon execution by Carillon.
Approved and Accepted:
CARILLON INVESTMENTS, INC.
By ___________________________________________
(Signature and Title) (Date)
THE UNION CENTRAL LIFE INSURANCE COMPANY
/s/ Xxxxx X. Xxxx
President
______________________________________________
Registered Representative
(Signature) (Date)
UC 2972 2-90
